CHAPTER 612
PROFESSIONAL ASSOCIATIONS

Sec. 34-82. *(See end of section for amended version and effective date.) Association to practice profession. Conversion to corporation. (1) Notwithstanding the
provisions of sections 34-300 to 34-434, inclusive, any three or more persons, licensed
or authorized to practice a profession by the state of Connecticut, may associate to
practice such profession for profit, if the articles of association of the members provide
that the association thereby formed and hereby authorized shall have at least three of
the following four attributes: (a) Continuity of life so that the death, insanity, bankruptcy,
retirement, resignation or expulsion of any member will not cause a dissolution of the
association; (b) centralized management so that any one or more but less than all of the
members has continuing exclusive authority to make management decisions necessary
to the conduct of the professional business for which the association was formed, and
so that no member of the association, acting without the authority of the managing
member or members, shall have the power to bind the association by his act; (c) limited
liability so that the individual members of the association shall not be individually or
severally liable for its debts; provided, however, the members shall in no way limit their
individual or several liability in the articles of association, or otherwise, for any acts of
reckless or wanton misconduct, negligence, malpractice, professional misconduct or
tort; and (d) free transferability of interests so that each of its members or those members
owning substantially all of the interests in the association have the power, without the
consent of other members, to substitute for themselves in the same association a person
duly licensed or authorized to practice the profession for which the association was
formed who is not a member of the association, or, a modified form of free transferability
of interests so that each member of the association can transfer his interest to a person
so licensed or authorized who is not a member of the association only after having
offered such interest to the association or to the other members of the association at its
fair market value as established in the articles of association, or otherwise.

(2) The articles of association of any association, formed and authorized pursuant
to paragraph (1) of this section, shall expressly state that the association is formed under
said paragraph (1) and shall be signed and sworn to by all of the members. The articles
of association, duly executed, shall be filed for record with the Secretary of the State,
together with a filing fee of twenty-five dollars. The Secretary of the State shall index
and keep the documents in files used exclusively for such purpose.

(3) Any association formed and authorized under paragraph (1) of this section shall
be subject to the laws of the state of Connecticut regulating the practice of the profession
of the individual members of the association.

(4) The articles of association shall be cancelled when the association is dissolved
by all of its members or as otherwise provided in the articles of association. The articles
of association shall be amended when (i) there is a change in the name or principal place
of business of the association, (ii) the members desire to make a change in any other
statement in the articles of association and have adopted such change in the manner
provided in the articles of association.

(5) No amendment to the articles of association nor any dissolution of the association shall be effective until the amendment or an agreement of dissolution has been duly
executed and filed for record with the Secretary of the State, together with a filing fee
of ten dollars.

(6) An association formed under this section may become a professional service
corporation, in accordance with section 33-182b, by complying with the provisions of
chapter 594a and with this subsection. Upon the filing of a certificate of incorporation
in compliance with section 33-182c, the association shall file with the Secretary of the
State, in such form as the Secretary of the State shall prescribe, a certificate of cancellation of its articles of association and a consent of each member to the association becoming a professional service corporation, together with a filing fee of ten dollars. Upon
the filing of such a certificate and consents and the incorporation of the professional
service corporation, the association shall become a professional service corporation and
the interests therein shall be converted to such number of shares of capital stock of
the professional service corporation as the members shall approve. The provisions of
subdivisions (3), (4), (5) and (8) of subsection (a) of section 33-820 shall apply as though
the professional service corporation was the surviving corporation in a merger and the
association the merging corporation.

*Note: On and after January 1, 2014, this section, as amended by section 45 of public
act 11-241, is to read as follows:

"Sec. 34-82. Association to practice profession. (a) Notwithstanding the provisions of sections 34-300 to 34-434, inclusive, any three or more persons, licensed or
authorized to practice a profession by the state of Connecticut, may associate to practice
such profession for profit, if the articles of association of the members provide that the
association thereby formed and hereby authorized shall have at least three of the following four attributes: (1) Continuity of life so that the death, insanity, bankruptcy, retirement, resignation or expulsion of any member shall not cause a dissolution of the association; (2) centralized management so that any one or more but less than all of the members
has continuing exclusive authority to make management decisions necessary to the
conduct of the professional business for which the association was formed, and so that
no member of the association, acting without the authority of the managing member or
members, shall have the power to bind the association by his act; (3) limited liability
so that the individual members of the association shall not be individually or severally
liable for its debts; provided, however, the members shall in no way limit their individual
or several liability in the articles of association, or otherwise, for any acts of reckless
or wanton misconduct, negligence, malpractice, professional misconduct or tort; and
(4) free transferability of interests so that each of its members or those members owning
substantially all of the interests in the association have the power, without the consent
of other members, to substitute for themselves in the same association a person duly
licensed or authorized to practice the profession for which the association was formed
who is not a member of the association, or, a modified form of free transferability of
interests so that each member of the association can transfer his interest to a person so
licensed or authorized who is not a member of the association only after having offered
such interest to the association or to the other members of the association at its fair
market value as established in the articles of association, or otherwise.

(b) The articles of association of any association, formed and authorized pursuant
to subsection (a) of this section, shall expressly state that the association is formed under
said subsection (a) and shall be signed and sworn to by all of the members. The articles
of association, duly executed, shall be filed for record with the Secretary of the State,
together with a filing fee of twenty-five dollars. The Secretary of the State shall index
and keep the documents in files used exclusively for such purpose.

(c) Any association formed and authorized under subsection (a) of this section shall
be subject to the laws of the state of Connecticut regulating the practice of the profession
of the individual members of the association.

(d) The articles of association shall be cancelled when the association is dissolved
by all of its members or as otherwise provided in the articles of association. The articles
of association shall be amended when (1) there is a change in the name or principal
place of business of the association, or (2) the members desire to make a change in any
other statement in the articles of association and have adopted such change in the manner
provided in the articles of association.

(e) No amendment to the articles of association nor any dissolution of the association
shall be effective until the amendment or an agreement of dissolution has been duly
executed and filed for record with the Secretary of the State, together with a filing fee
of ten dollars."